Corporation Law and EconomicsCorporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. Corporations Law and Economics is intended to remedy these difficulties. The pedagogy is up-to - date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes and, equally important, a mainstream economic analysis of the major issues in the course. As such, the text is coherent and cohesive: It provides students not only with an overview of the course, but also (and more importantly) with a unifying method of thinking about the course. Using a few basic tools of law and economics-price theory, game theory, and the theory of the firm literature-students will come to see corporate law as the proverbial ?seamless web.' Finally, the text is highly readable: The style is simple, direct, and reader- friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. |
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acquisition action agency costs amendment analysis approval assets authority benefit bidder board of directors breach business judgment rule bylaws capital claim close corporation contract controlling shareholder Corp corporate governance corporate law corporation's creditors decision decisionmaking default defendant Delaware law Delaware supreme court derivative suit DGCL disclose disclosure dividend doctrine duty of care economic effect employees entity equity example Exchange Act F.Supp federal fiduciary duty firm firm's fraud held holders incentives independent directors insider trading investment investors issue issuer judicial limited liability MBCA ment merger minority shareholders monitoring nexus of contracts nonshareholder constituencies officers ownership party plaintiff preferred proposal provides proxy contest rational regulation Revlon risk securities self-dealing sell shareholder wealth shareholders shares standard statute statutory stockholders substantial takeover target tender offer theory tion tort transaction Unocal Van Gorkom veil piercing violated voting rights Walkovszky